Skip to content
In force2021 Revised Edition
Contents

Part · Incorporation of Companies and Matters Incidental Thereto

4. Mode of forming incorporated company

In plain English

Seven or more persons, or two or more for a private company, may form an incorporated company for any lawful purpose. Apart from some groups of qualified professionals, a company, association or partnership of more than twenty persons in business for gain must be registered as a company or formed under another written law or letters patent.

Summary · Drafted with AI, checked against the official text on 30 Sep 2026.

(1)

Any seven or more persons or, where the company to be formed will be a private company, any two or more persons, associated for any lawful purpose may, by subscribing their names to a memorandum of association and otherwise complying with the requirements of this Act in respect of registration, form an incorporated company, with or without limited liability.

(2)

Such a company may be either -

(a)

a company having the liability of its members limited by the memorandum of the amount, if any, unpaid on the shares respectively held by them;

32

Companies

(3)

a company having the liability of its members limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up; or

(c)

a company not having any limit on the liability of its members (in this Act referred to as an unlimited company).

(3)

No company, association or partnership consisting of more than twenty persons shall be formed for the purpose of carrying on any business that has for its object the acquisition of gain by the company, association or partnership, or by the individual members thereof, unless it is registered as a company under this Act, or is formed in pursuance of any other written law in Brunei Darussalam or letters patent.

(4)

So much of subsection (3) as prohibits the formation of an association or partnership consisting of more than twenty persons shall not apply to an association or a partnership formed solely or mainly for the purpose of carrying on any profession or calling which under the provisions of any written law may be exercised only by persons who possess the qualifications laid down in such written law for the purpose of carrying on that profession or calling.

Part

Share Capital and Debentures Prospectus

Part 3

Part

Management and Administration Registered Office and Name

Part 5

Part 6

Part 7

Part 8

Part 9

Part

Restrictions on Sale of Shares and Offers of Shares for Sale

Part

Prohibition of Partnerships with More Than Twenty Members

Part

Enforcement and General Provisions

Schedules